EX-17.1 2 dex171.htm LETTER, DATED FEBRUARY 13, 2006 Letter, dated February 13, 2006

Exhibit 17.1


Pierce J. Roberts, Jr.



Gary M. Parsons

Chairman of the Board

XM Satellite Radio Holdings Inc.

1500 Eckington Place

Washington, DC 20002


Dear Gary:


It has been my pleasure to serve on the Board of Directors of XM for more than 5 years. The company has achieved many notable successes and overcome numerous seemingly-insurmountable obstacles during this period. It has been great fun to have a minor role in helping you, Hugh and the XM team as the company has grown from its founding concept to become a major firm with rapidly growing numbers of subscribers. There is much in which to be pleased.


That said, I have been troubled about the current direction of the company and do not believe that it is in the best interest of the company’s shareholders. For some time I have made my analyses and observations known in an increasingly vociferous manner to the Board and a number of senior managers of the Company. I am not having any useful effect and I care too much and believe in my own views too much to just “go along”.


Given current course and speed there is, in my view, a significant chance of a crisis on the horizon. Even absent a crisis, I believe that XM will inevitably serve its shareholders poorly without major changes now. It is clear to me that I cannot be part of the solution and I will not be part of the problem.


Therefore, after a lot of thought and with a great deal of sadness, I tender my resignation to be effective immediately. Thanks and best wishes to the entire XM family.



/s/ Pierce J. Roberts, Jr.

Pierce J. Roberts, Jr.